Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
May 26, 2018 | Jun. 18, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | WINNEBAGO INDUSTRIES INC | |
Entity Central Index Key | 107,687 | |
Current Fiscal Year End Date | --08-25 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | May 26, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 31,529,354 |
Consolidated Statements of Inco
Consolidated Statements of Income and Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
May 26, 2018 | May 27, 2017 | May 26, 2018 | May 27, 2017 | |
Net revenues | $ 562,261 | $ 476,364 | $ 1,480,641 | $ 1,092,183 |
Cost of goods sold | 476,747 | 405,560 | 1,264,635 | 943,188 |
Gross profit | 85,514 | 70,804 | 216,006 | 148,995 |
SG&A: | ||||
Selling | 13,100 | 10,141 | 37,443 | 25,564 |
General and administrative | 21,404 | 15,194 | 57,088 | 37,640 |
Postretirement health care benefit income | 0 | 0 | 0 | (24,796) |
Transaction costs | 800 | 450 | 850 | 6,374 |
Amortization of intangible assets | 1,933 | 10,159 | 5,921 | 22,578 |
Total SG&A | 37,237 | 35,944 | 101,302 | 67,360 |
Operating income | 48,277 | 34,860 | 114,704 | 81,635 |
Interest expense | 4,172 | 5,265 | 13,871 | 11,571 |
Non-operating income | (100) | (54) | (212) | (137) |
Income before income taxes | 44,205 | 29,649 | 101,045 | 70,201 |
Provision for income taxes | 11,684 | 10,258 | 28,478 | 23,794 |
Net income | $ 32,521 | $ 19,391 | $ 72,567 | $ 46,407 |
Income per common share: | ||||
Basic | $ 1.03 | $ 0.61 | $ 2.30 | $ 1.53 |
Diluted | $ 1.02 | $ 0.61 | $ 2.28 | $ 1.52 |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 31,582 | 31,587 | 31,617 | 30,333 |
Diluted (in shares) | 31,753 | 31,691 | 31,825 | 30,448 |
Dividends paid per common share (in dollars per share) | $ 0.10 | $ 0.10 | $ 0.30 | $ 0.30 |
Other comprehensive income (loss): | ||||
Amortization of prior service credit (net of tax of $0, $0, $0 and $15,409) | $ 0 | $ 0 | $ 0 | $ (25,035) |
Amortization of net actuarial loss (net of tax of $3, $3, $9 and $5,971) | 7 | 6 | 20 | 9,702 |
Plan amendment (net of tax of $0, $0, $0 and $2,402) | 0 | 0 | 0 | 3,903 |
Change in fair value of interest rate swap (net of tax of $42, $36, $877 and $306) | 129 | (58) | 2,046 | (497) |
Total other comprehensive income (loss) | 136 | (52) | 2,066 | (11,927) |
Comprehensive income | $ 32,657 | $ 19,339 | $ 74,633 | $ 34,480 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
May 26, 2018 | May 27, 2017 | May 26, 2018 | May 27, 2017 | |
Amortization of prior service credit, tax | $ 0 | $ 0 | $ 0 | $ 15,409 |
Amortization of net actuarial loss, tax | 3 | 3 | 9 | 5,971 |
Plan amendment, tax | 0 | 0 | 0 | 2,402 |
Change in value of interest rate swap, tax | $ 42 | $ 36 | $ 877 | $ 306 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | May 26, 2018 | Aug. 26, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 39,029 | $ 35,945 |
Receivables, less allowance for doubtful accounts ($172 and $183) | 148,948 | 124,539 |
Inventories | 177,378 | 142,265 |
Prepaid expenses and other assets | 8,408 | 11,388 |
Total current assets | 373,763 | 314,137 |
Property, plant and equipment, net | 82,481 | 71,560 |
Other assets: | ||
Goodwill | 244,684 | 242,728 |
Other intangible assets, net | 222,519 | 228,440 |
Investment in life insurance | 28,130 | 27,418 |
Deferred income taxes | 7,043 | 12,736 |
Other assets | 7,090 | 5,493 |
Total assets | 965,710 | 902,512 |
Current liabilities: | ||
Accounts payable | 88,397 | 79,194 |
Current maturities of long-term debt | 0 | 2,850 |
Income taxes payable | 6,186 | 7,450 |
Accrued expenses: | ||
Accrued compensation | 27,989 | 24,546 |
Product warranties | 37,444 | 30,805 |
Self-insurance | 9,571 | 6,122 |
Promotional | 6,523 | 6,560 |
Accrued interest | 3,177 | 3,128 |
Other | 11,119 | 6,503 |
Total current liabilities | 190,406 | 167,158 |
Non-current liabilities: | ||
Long-term debt, less current maturities | 251,798 | 271,726 |
Unrecognized tax benefits | 1,703 | 1,606 |
Deferred compensation benefits, net of current portion | 15,732 | 19,270 |
Other | 250 | 1,078 |
Total non-current liabilities | 269,483 | 293,680 |
Stockholders' equity: | ||
Capital stock common (par value $0.50; authorized 60,000 shares, issued 51,776 shares) | 25,888 | 25,888 |
Additional paid-in capital | 84,179 | 80,401 |
Retained earnings | 742,148 | 679,138 |
Accumulated other comprehensive income ( loss) | 1,043 | (1,023) |
Treasury stock, at cost (20,247 and 20,183 shares) | (347,437) | (342,730) |
Total shareholders' equity | 505,821 | 441,674 |
Total liabilities and shareholders' equity | $ 965,710 | $ 902,512 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | May 26, 2018 | Aug. 26, 2017 |
Statement of Financial Position [Abstract] | ||
Receivables, less allowance for doubtful accounts | $ 172 | $ 183 |
Capital stock common, par value (in dollars per share) | $ 0.50 | $ 0.50 |
Capital stock common, shares authorized (in shares) | 60,000 | 60,000 |
Capital stock common, shares issued (in shares) | 51,776 | 51,776 |
Treasury stock, at cost, shares (in shares) | 20,247 | 20,183 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
May 26, 2018 | May 27, 2017 | |
Operating activities: | ||
Net income | $ 72,567 | $ 46,407 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 6,679 | 5,287 |
Amortization of intangible assets | 5,921 | 22,578 |
Amortization of debt issuance costs | 1,222 | 889 |
LIFO expense | 1,238 | 897 |
Stock-based compensation | 4,983 | 2,206 |
Deferred income taxes | 4,807 | 6,396 |
Deferred compensation expense and postretirement benefit income | 852 | (23,687) |
Other | (658) | (946) |
Change in assets and liabilities: | ||
Inventories | (36,351) | (7,497) |
Receivables, prepaid and other assets | (21,275) | (21,336) |
Income taxes and unrecognized tax benefits | (1,081) | 5,806 |
Accounts payable and accrued expenses | 24,506 | 32,778 |
Postretirement and deferred compensation benefits | (2,398) | (2,428) |
Net cash provided by operating activities | 61,012 | 67,350 |
Investing activities: | ||
Purchases of property and equipment | (18,123) | (9,740) |
Proceeds from the sale of property | 316 | 219 |
Acquisition of business, net of cash acquired | 0 | (394,694) |
Other | (83) | 684 |
Net cash used in investing activities | (17,890) | (403,531) |
Financing activities: | ||
Payments for repurchases of common stock | (6,481) | (1,367) |
Payments of cash dividends | (9,557) | (9,554) |
Payments of debt issuance costs | 0 | (11,020) |
Borrowings on credit agreement | 19,700 | 366,400 |
Repayments of credit agreement | (43,700) | (69,400) |
Other | 0 | (92) |
Net cash (used in) provided by financing activities | (40,038) | 274,967 |
Net increase (decrease) in cash and cash equivalents | 3,084 | (61,214) |
Cash and cash equivalents at beginning of period | 35,945 | 85,583 |
Cash and cash equivalents at end of period | 39,029 | 24,369 |
Supplemental cash flow disclosure: | ||
Income taxes paid, net | 24,833 | 11,811 |
Interest paid | 11,935 | 7,288 |
Non-cash transactions: | ||
Issuance of Winnebago common stock for acquisition of business | 0 | 124,066 |
Capital expenditures in accounts payable | 607 | 279 |
Dividends Payable, Current | $ 0 | $ 3,184 |
Condensed Consolidated Stockhol
Condensed Consolidated Stockholders' Statement of Equity - USD ($) $ in Thousands | Total | Common stock and paid-in capital | Retained earnings | Accumulated comprehensive income (loss) | Treasury stock |
Balance, beginning of period at Aug. 27, 2016 | $ 58,605 | $ 620,546 | $ 10,975 | $ (421,767) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock | 44,981 | ||||
Stock-based compensation, net of forfeitures | 2,146 | 60 | |||
Net income | $ 46,407 | 46,407 | |||
Common stock dividends | (12,738) | ||||
Other comprehensive income (loss) | (11,927) | (11,927) | |||
Issuance of common stock | 80,329 | ||||
Payments for the purchase of common stock | (1,367) | ||||
Balance, end of period at May. 27, 2017 | 416,250 | 105,732 | 654,215 | (952) | (342,745) |
Balance, beginning of period at Feb. 25, 2017 | 105,093 | 641,192 | (900) | (342,770) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock | (2) | ||||
Stock-based compensation, net of forfeitures | 641 | 24 | |||
Net income | 19,391 | 19,391 | |||
Common stock dividends | (6,368) | ||||
Other comprehensive income (loss) | (52) | (52) | |||
Issuance of common stock | 3 | ||||
Payments for the purchase of common stock | (2) | ||||
Balance, end of period at May. 27, 2017 | 416,250 | 105,732 | 654,215 | (952) | (342,745) |
Balance, beginning of period at Aug. 26, 2017 | 441,674 | 106,289 | 679,138 | (1,023) | (342,730) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock | (1,625) | ||||
Stock-based compensation, net of forfeitures | 5,403 | 62 | |||
Net income | 72,567 | 72,567 | |||
Common stock dividends | (9,557) | ||||
Other comprehensive income (loss) | 2,066 | 2,066 | |||
Issuance of common stock | 1,712 | ||||
Payments for the purchase of common stock | (6,481) | ||||
Balance, end of period at May. 26, 2018 | 505,821 | 110,067 | 742,148 | 1,043 | (347,437) |
Balance, beginning of period at Feb. 24, 2018 | 106,609 | 712,809 | 907 | (342,516) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock | (57) | ||||
Stock-based compensation, net of forfeitures | 3,515 | 25 | |||
Net income | 32,521 | 32,521 | |||
Common stock dividends | (3,182) | ||||
Other comprehensive income (loss) | 136 | 136 | |||
Issuance of common stock | 57 | ||||
Payments for the purchase of common stock | (5,003) | ||||
Balance, end of period at May. 26, 2018 | $ 505,821 | $ 110,067 | $ 742,148 | $ 1,043 | $ (347,437) |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
May 26, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The "Company," "we," "our" and "us" are used interchangeably to refer to Winnebago Industries, Inc. and its wholly-owned subsidiaries, as appropriate in the context. We were incorporated under the laws of the state of Iowa on February 12, 1958 and adopted our present name on February 28, 1961. Our primary offices are located at 605 West Crystal Lake Road in Forest City, Iowa. Our telephone number is (641) 585-3535; our website is www.winnebagoind.com. Our common stock trades on the NYSE under the symbol WGO. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. As permitted under those rules, certain footnotes or other financial information that are normally required by GAAP can be condensed or omitted. In our opinion, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of normal recurring accruals, necessary for a fair presentation as prescribed by GAAP. The consolidated statements of income and comprehensive income for the third quarter and first nine months of Fiscal 2018 are not necessarily indicative of the results to be expected for the full year. These interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto appearing in our Annual Report on Form 10-K for the fiscal year ended August 26, 2017 . Fiscal Period We follow a 52-/53-week fiscal year, ending the last Saturday in August. Both Fiscal 2018 and Fiscal 2017 are 52-week years. Recently Adopted Accounting Pronouncements In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting (Topic 718) , which simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for the related income taxes, forfeitures, statutory tax withholding requirements and classification in the statement of cash flows. ASU 2016-09 is effective for annual reporting periods beginning after December 15, 2016 (our Fiscal 2018), including interim periods within those annual reporting periods. We adopted this ASU in the interim quarterly reporting period ended November 25, 2017. Amendments requiring recognition of excess tax benefits and tax deficiencies in the statements of income and comprehensive income resulted in $0.6 million of excess tax benefits recorded as a reduction of income tax expense upon adoption for the three months ended November 25, 2017. The reduction in income tax expense also reduced the effective tax rate by 2.2% and added $0.02 to income per share for the quarter ended November 25, 2017. Amendments related to the presentation of excess tax benefits and employee taxes paid when an employer withholds shares to meet the minimum statutory withholding requirement required no change to the statement of cash flows. There were no material impacts on the consolidated financial statements of the Company, which adopted a policy of accounting for forfeitures when they occur. In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330) , which requires inventory measured using any method other than LIFO or the retail inventory method to be subsequently measured at the lower of cost or net realizable value, rather than at the lower of cost or market. Under this ASU, subsequent measurement of inventory using the LIFO and retail inventory method is unchanged. ASU 2015-11 is effective prospectively for fiscal years beginning after December 15, 2016 (our Fiscal 2018), including interim periods within those annual reporting periods. We adopted this ASU on August 27, 2017, and there was no material impact on our consolidated financial statements. New Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , which establishes a comprehensive new model for the recognition of revenue from contracts with customers. This model is based on the core principle that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Entities have the option of using either retrospective transition or a modified approach in applying the new standard. The standard is effective for fiscal years, and the interim periods within those years, beginning after December 15, 2017 (our Fiscal 2019). Early adoption is permitted. We have performed an evaluation that included a review of representative contracts with key customers and the performance obligations contained therein, as well as a review of our commercial terms and practices across each of our segments. Based on our preliminary review, we do not expect adoption to have a material impact on our consolidated financial statements but further work to substantiate this preliminary conclusion is underway. We continue to assess the impact of the standard on our disclosures and our internal controls over financial reporting. We plan to adopt this standard in the first quarter of our Fiscal 2019. Providing we ultimately conclude that the impacts of adoption are immaterial, we would expect to use the modified retrospective method. Under this method, we would recognize the cumulative effect of the changes in retained earnings at the date of adoption, but would not restate prior periods. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , which requires an entity to recognize both assets and liabilities arising from financing and operating leases, along with additional qualitative and quantitative disclosures. The new standard must be adopted on a modified retrospective basis for fiscal years beginning after December 15, 2018 (our Fiscal 2020), including interim periods within those annual reporting periods. Early adoption is permitted. We are currently evaluating the impact of adopting this ASU on our consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments (Topic 230) , which provides guidance for eight specific cash flow issues with the objective of reducing the existing diversity in practice. ASU 2016-15 is effective retrospectively for annual reporting periods beginning after December 15, 2017 (our Fiscal 2019), including interim periods within those annual reporting periods. Early adoption is permitted. We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and do not expect adoption to have a material impact. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815) , which improves the financial reporting of hedging relationships to better portray the economic results of an entity's risk management activities in its financial statements. ASU 2017-12 is effective for annual reporting periods beginning after December 15, 2018 (our Fiscal 2020), including interim periods within those annual reporting periods. Early adoption is permitted. We are currently evaluating the impact of adopting this ASU on our consolidated financial statements. In February 2018, the FASB issued ASU 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220), which allows for a reclassification of stranded tax effects from the Tax Act from AOCI to retained earnings. This ASU is effective for fiscal years beginning after December 15, 2018 (our Fiscal 2020). We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and do not expect adoption to have a material impact. Subsequent Event On June 4, 2018, we acquired 100% of the ownership interests of Chris-Craft, a privately-owned company based in Sarasota Florida. Chris-Craft manufactures and sells premium quality boats in the recreational powerboat industry through an established global network of independent authorized dealers. |
Business Combination, Goodwill
Business Combination, Goodwill and Other Intangible Assets | 9 Months Ended |
May 26, 2018 | |
Business Combinations [Abstract] | |
Business Combination, Goodwill and Other Intangible Assets | Business Combination, Goodwill and Other Intangible Assets We acquired 100% of the ownership interests of Grand Design on November 8, 2016 in accordance with the Securities Purchase Agreement for an aggregate purchase price of $520.5 million , which was paid in cash and Winnebago shares as follows: (In thousands, except shares and per share data) November 8, Cash $ 396,442 Winnebago shares: 4,586,555 at $27.05 per share 124,066 Total $ 520,508 The cash portion was funded from cash on hand and borrowings under our ABL and Term Loan agreements. The stock was valued using our closing share price on the date of closing. The acquisition has been accounted for in accordance with ASC 805, Business Combinations , using the acquisition method of accounting. Under the acquisition method of accounting, the total purchase price was allocated to the tangible and intangible assets of Grand Design acquired, based on their fair values at the date of the acquisition. The purchase price allocation was finalized during the first quarter of Fiscal 2018. The final allocation of the purchase price to assets acquired and liabilities assumed was as follows: (In thousands) November 8, Cash $ 1,748 Accounts receivable 32,834 Inventories 15,300 Prepaid expenses and other assets 3,037 Property, plant and equipment 8,998 Goodwill 243,456 Other intangible assets 253,100 Total assets acquired 558,473 Accounts payable 11,163 Accrued compensation 3,615 Product warranties 12,904 Promotional 3,976 Other 1,496 Deferred tax liabilities 4,811 Total liabilities assumed 37,965 Total purchase price $ 520,508 The acquisition of 100% of the ownership interests of Grand Design occurred in two steps: (1) direct purchase of 89.34% of Grand Design member interests and (2) simultaneous acquisition of the remaining 10.66% of Grand Design member interests via the purchase of 100% of the shares of Blocker Corporation, which held the remaining 10.66% of the Grand Design member interests. We agreed to acquire Blocker Corporation as part of the Securities Purchase Agreement, and we did not receive a step-up in basis for 10.66% of the Grand Design assets. As a result, we established certain deferred tax liabilities on the opening balance sheet that relate to Blocker Corporation. The goodwill recognized is primarily attributable to the value of the workforce, reputation of founders, customer and dealer growth opportunities and expected synergies. Key areas of cost synergies include increased purchasing power for raw materials and supply chain consolidation. Goodwill is expected to be mostly deductible for tax purposes. As of May 26, 2018 , goodwill increased $2.0 million as compared to the end of Fiscal 2017. The increase is due to the final purchase price adjustment made for taxes in the first quarter of Fiscal 2018. The allocation of the purchase price to the net assets acquired and liabilities assumed resulted in the recognition of intangible assets with fair value on the closing date of November 8, 2016 and amortization accumulated from the closing date through May 26, 2018 as follows: May 26, 2018 August 26, 2017 (In thousands) Weighted Average Life-Years Cost Accumulated Amortization Cost Accumulated Amortization Trade name Indefinite $ 148,000 $ — $ 148,000 $ — Dealer network 12.0 80,500 10,365 80,500 5,348 Backlog 0.5 18,000 18,000 18,000 18,000 Non-compete agreements 4.0 4,600 1,836 4,600 1,116 Leasehold interest-favorable 8.1 2,000 380 2,000 196 Total 253,100 $ 30,581 253,100 $ 24,660 Accumulated amortization (30,581 ) (24,660 ) Net book value of intangible assets $ 222,519 $ 228,440 We used the income approach to value certain intangible assets. Under the income approach, an intangible asset’s fair value is equal to the present value of future economic benefits to be derived from ownership of the asset. We used the income approach known as the relief from royalty method to value the trade name. The relief from royalty method is based on the hypothetical royalty stream that would be received if we were to license the trade name and is based on expected revenues from such license. The fair value of the dealer network was estimated using an income approach known as the cost to recreate/cost savings method. This method uses the replacement of the asset as an indicator of the fair value of the asset. The useful life of the intangible assets was determined considering the period of expected cash flows used to measure the fair value of the intangible assets adjusted as appropriate for the entity-specific factors, including legal, regulatory, contractual, competitive, economic or other factors that may limit the useful life of the intangible assets. For the three months ended May 26, 2018 and May 27, 2017 , amortization of intangible assets charged to operations was $1.9 million and $10.2 million , respectively. For the nine months ended May 26, 2018 and May 27, 2017 , amortization of intangible assets charged to operations was $5.9 million and $22.6 million , respectively. The weig hted average remaining amortization period for intangible assets as of May 26, 2018 was approximatel y 10.3 years . Remaining estimated aggregate annual amortization expense by fiscal year is as follows: (In thousands) Amount Remainder of 2018 $ 1,933 2019 7,733 2020 7,733 2021 7,733 2022 7,106 Thereafter 42,281 Within the Towable segment, the results of Grand Design's operations have been included in our consolidated financial statements from the close of the acquisition. The following table provides net revenues and operating income (which includes amortization expense) from the Grand Design business included in our consolidated results during the nine months ended May 26, 2018 and May 27, 2017 following the November 8, 2016 closing date: Nine Months Ended (In thousands) May 26, May 27, Net revenues $ 719,030 $ 366,309 Operating income 91,452 27,083 Unaudited pro forma information has been prepared as if the acquisition had taken place on August 30, 2015. The unaudited pro forma information is not necessarily indicative of the results that we would have achieved had the transaction actually taken place on August 30, 2015, and the unaudited pro forma information does not purport to be indicative of future financial operating results. The unaudited pro forma condensed consolidated financial information does not reflect any operating efficiencies and cost savings that may be realized from the integration of the acquisition. Unaudited pro forma information is as follows: Nine Months Ended (In thousands, except per share data) May 26, May 27, 2017 (1) Net revenues $ 1,480,641 $ 1,187,849 Net income 72,675 66,009 Income per share - basic 2.30 2.09 Income per share - diluted 2.28 2.08 (1) Net income and income per share include the increased benefit of $16.3 million , net of tax, associated with the termination of the postretirement health care plan in Fiscal 2017. The unaudited pro forma data above includes the following significant non-recurring adjustments made to account for certain costs, which would have changed if the acquisition of Grand Design had been completed on August 30, 2015: Nine Months Ended (In thousands) May 26, May 27, 2017 (1) Amortization of intangibles (1 year or less useful life) $ (122 ) $ (18,601 ) Increase in amortization of intangibles — 1,551 Expenses related to business combination (transaction costs) (50 ) (6,432 ) Interest to reflect new debt structure — 3,672 Taxes related to the adjustments to the pro forma data and to the income of Grand Design 64 11,513 (1) Pro forma transaction costs include $0.1 million incurred by Grand Design prior to acquisition. We incurred approximately $6.9 million of acquisition-related costs to date, of which $0.1 million and $6.4 million were expensed during the nine months ended May 26, 2018 and May 27, 2017 , respectively. |
Business Segments (Notes)
Business Segments (Notes) | 9 Months Ended |
May 26, 2018 | |
Segment Reporting [Abstract] | |
Business Segments | Business Segments We report segment information based on the "management" approach defined in ASC 280, Segment Reporting . The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of our reportable segments. We have two reportable segments: (1) Motorized products and services and (2) Towable products and services. The Motorized segment includes all products that include a motorized chassis as well as other related manufactured products. The Towable segment includes all products that are not motorized and are generally towed by another vehicle. We organize our business reporting on a product basis. Each reportable segment is managed separately to better align to our customers, distribution partners and the unique market dynamics of the product groups. We aggregate two operating segments into the Towable reporting segment based upon their similar products, customers, distribution methods, production processes and economic characteristics. The accounting policies of both reportable segments are the same and described in Note 1 : Summary of Significant Accounting Policies in our Annual Report on Form 10-K for the fiscal year ended August 26, 2017 . Subsequent to the acquisition of Grand Design in Fiscal 2017, management re-evaluated the manner in which corporate expenses were allocated to the reportable segments. A new corporate allocation policy was adopted in the first quarter of Fiscal 2018 that identifies shared costs and allocates them to the operating segments based on a cost driver most appropriate for the type of cost being allocated. For example, certain costs were allocated based on the financial size of the operating segment, while other costs, where appropriate, were allocated based on the headcount in the operating segments since headcount was deemed the appropriate driver for those types of expenses. Prior year segment information has been restated to conform to the current reporting segment presentation. All corporate expenses were allocated to the operating segments. Assets presented by reportable segment exclude certain corporate assets that cannot reasonably be allocated to the reportable segments. These unallocated corporate assets include cash and deferred tax assets. We evaluate the performance of our reportable segments based on Adjusted EBITDA after corporate allocations. EBITDA is defined as net income before interest expense, provision for income taxes, and depreciation and amortization expense. Adjusted EBITDA is defined as net income before interest expense, provision for income taxes, depreciation and amortization expense, and other adjustments made in order to present comparable results from period to period. We have included this non-GAAP performance measure as a comparable measure to illustrate the effect of non-recurring transactions occurring during the quarter and improve comparability of our results from period to period. We believe EBITDA and Adjusted EBITDA provide meaningful supplemental information about our operating performance because each measure excludes amounts that we do not consider part of our core operating results when assessing our performance. Examples of items excluded from Adjusted EBITDA include the postretirement health care benefit income from terminating the plan and transaction costs related to our acquisition of Grand Design. These types of adjustments are also specified in the definition of certain measures required under the terms of our Credit Agreement. Management uses these non-GAAP financial measures (a) to evaluate our historical and prospective financial performance and trends as well as its performance relative to competitors and peers; (b) to measure operational profitability on a consistent basis; (c) in presentations to the members of our board of directors to enable our board of directors to have the same measurement basis of operating performance as is used by management in its assessments of performance and in forecasting and budgeting for our company; (d) to evaluate potential acquisitions; and, (e) to ensure compliance with covenants and restricted activities under the terms of our Credit Agreement. We believe these non-GAAP financial measures are frequently used by securities analysts, investors and other interested parties to evaluate companies in our industry. The following table shows information by reporting segment: Three Months Ended Nine Months Ended (In thousands) May 26, May 27, May 26, May 27, Net revenues Motorized $ 249,245 $ 241,670 $ 641,602 $ 635,732 Towable 313,016 234,694 839,039 456,451 Consolidated $ 562,261 $ 476,364 $ 1,480,641 $ 1,092,183 Adjusted EBITDA Motorized $ 9,319 $ 14,567 $ 16,518 $ 36,521 Towable 44,042 32,761 111,636 54,557 Consolidated $ 53,361 $ 47,328 $ 128,154 $ 91,078 Capital expenditures Motorized $ 2,643 $ 1,527 $ 7,383 $ 6,626 Towable 3,805 1,275 10,740 3,114 Consolidated $ 6,448 $ 2,802 $ 18,123 $ 9,740 Total assets Motorized $ 301,667 $ 275,673 $ 301,667 $ 275,673 Towable 613,162 572,977 613,162 572,977 Unallocated corporate assets 50,881 41,701 50,881 41,701 Consolidated $ 965,710 $ 890,351 $ 965,710 $ 890,351 Reconciliation of net income to consolidated Adjusted EBITDA: Three Months Ended Nine Months Ended (In thousands) May 26, May 27, May 26, May 27, Net income $ 32,521 $ 19,391 $ 72,567 $ 46,407 Interest expense 4,172 5,265 13,871 11,571 Provision for income taxes 11,684 10,258 28,478 23,794 Depreciation 2,351 1,859 6,679 5,287 Amortization of intangible assets 1,933 10,159 5,921 22,578 EBITDA 52,661 46,932 127,516 109,637 Postretirement health care benefit income — — — (24,796 ) Transaction costs 800 450 850 6,374 Non-operating income (100 ) (54 ) (212 ) (137 ) Adjusted EBITDA $ 53,361 $ 47,328 $ 128,154 $ 91,078 |
Concentration Risk
Concentration Risk | 9 Months Ended |
May 26, 2018 | |
Risks and Uncertainties [Abstract] | |
Concentration Risk | Concentration Risk During the first nine months of Fiscal 2018 , no dealer organization accounted for 10% or more of our consolidated revenues. During the first nine months of Fiscal 2017 , La Mesa RV Center, Inc. accounted for 10.9% of our consolidated net revenue and FreedomRoads, LLC accounted for 10.6% of our consolidated net revenues. These dealers declined on a relative basis due to the growth of other dealers and a shift in dealer mix attributable to the addition of Grand Design revenue. |
Derivatives, Investments and Fa
Derivatives, Investments and Fair Value Measurements | 9 Months Ended |
May 26, 2018 | |
Fair Value Disclosures [Abstract] | |
Derivatives, Investments and Fair Value Measurements | Derivatives, Investments and Fair Value Measurements Assets and Liabilities that are Measured at Fair Value on a Recurring Basis We account for fair value measurements in accordance with ASC 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measurement and expands disclosure about fair value measurement. The fair value hierarchy requires the use of observable market data when available. In instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability. The following tables set forth by level within the fair value hierarchy our financial assets and liabilities that were accounted for at fair value on a recurring basis at May 26, 2018 and August 26, 2017 according to the valuation techniques we used to determine their fair values: Fair Value Measurements Using Inputs Considered As (In thousands) Fair Value at Level 1 Quoted Prices in Active Markets for Identical Assets Level 2 Significant Other Observable Inputs Level 3 Significant Unobservable Inputs Assets that fund deferred compensation: Domestic equity funds $ 1,474 $ 1,436 $ 38 $ — International equity funds 161 142 19 — Fixed income funds 150 66 84 — Interest rate swap contract 2,095 — 2,095 — Total assets at fair value $ 3,880 $ 1,644 $ 2,236 $ — Fair Value Measurements Using Inputs Considered As (In thousands) Fair Value at Level 1 Quoted Prices in Active Markets for Identical Assets Level 2 Significant Other Observable Inputs Level 3 Significant Unobservable Inputs Assets that fund deferred compensation: Domestic equity funds $ 1,708 $ 1,671 $ 37 $ — International equity funds 174 157 17 — Fixed income funds 259 170 89 — Interest rate swap contract (828 ) — (828 ) — Total assets (liabilities) at fair value $ 1,313 $ 1,998 $ (685 ) $ — The following methods and assumptions were used to estimate the fair value of each class of financial instrument: Assets that fund deferred compensation Our assets that fund deferred compensation are marketable equity securities measured at fair value using quoted market prices and primarily consist of equity-based mutual funds. The majority of securities are classified as Level 1 as they are traded in an active market for which closing stock prices are readily available. These securities fund the Executive Share Option Plan and the Executive Deferred Compensation Plan (see Note 10 ). The proportion of the assets that will fund options that expire within a year are included in prepaid expenses and other current assets in the accompanying consolidated balance sheets. The remaining assets are classified as non-current and are included in other assets. Interest Rate Swap Contract Under terms of our Credit Agreement (see Note 9 ), we were previously required to hedge a portion of the floating interest rate exposure. In accordance with that requirement, on January 23, 2017, we entered into an interest swap contract, which effectively fixed our interest rate for our Term Loan for a notional amount that reduces each December during the swap contract. As of May 26, 2018 , we had $170.0 million of our Term Loan fixed at an interest rate of 5.32% . As of August 26, 2017 , we had $200.0 million of our Term Loan fixed at an interest rate of 6.32% . The fair value of the interest rate swap based on a Level 2 valuation was an asset of $2.1 million as of May 26, 2018 . The fair value is classified as Level 2 as it is corroborated based on observable market data. This amount is classified as non-current and included in other assets on the consolidated balance sheets. The change in value in the third quarter was predominately recorded to accumulated other comprehensive income on the consolidated balance sheets since the interest rate swap has been designated for hedge accounting. Assets and Liabilities that are measured at Fair Value on a Non-recurring Basis Our non-financial assets, which include goodwill, intangible assets, and property, plant and equipment, are not required to be measured at fair value on a recurring basis. However, if certain triggering events occur, or if an annual impairment test is required, we must evaluate the non-financial asset for impairment. If an impairment did occur, the asset is required to be recorded at the estimated fair value. During the first nine months of Fiscal 2018 and Fiscal 2017 , no impairments were recorded for non-financial assets. The carrying value of our debt as of May 26, 2018 approximates fair value as interest is at variable market rates. |
Inventories
Inventories | 9 Months Ended |
May 26, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following: (In thousands) May 26, August 26, Finished goods $ 34,954 $ 16,947 Work-in-process 60,206 60,818 Raw materials 118,875 99,919 Total 214,035 177,684 LIFO reserve (36,657 ) (35,419 ) Total inventories $ 177,378 $ 142,265 The above value of inventories, before reduction for the LIFO reserve, approximates replacement cost at the respective dates. Of the $214.0 million and $177.7 million inventory at May 26, 2018 and August 26, 2017 , respectively, $179.1 million and $149.8 million is valued on a LIFO basis. The remaining inventories of $34.9 million and $27.9 million at May 26, 2018 and August 26, 2017 , respectively, are valued on a FIFO basis. |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
May 26, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment is stated at cost, net of accumulated depreciation and consists of the following: (In thousands) May 26, August 26, Land $ 4,647 $ 3,914 Buildings and building improvements 82,780 73,831 Machinery and equipment 101,525 99,952 Software 22,078 17,844 Transportation 8,543 8,993 Total property, plant and equipment, gross 219,573 204,534 Less accumulated depreciation (137,092 ) (132,974 ) Total property, plant and equipment, net $ 82,481 $ 71,560 |
Warranty
Warranty | 9 Months Ended |
May 26, 2018 | |
Product Warranties Disclosures [Abstract] | |
Warranty | Warranty We provide certain service and warranty on our products. From time to time, we also voluntarily incur costs for certain warranty-type expenses occurring after the normal warranty period to help protect the reputation of our products and the goodwill of our customers. Warranty expense is affected by dealership labor rates, the cost of parts and the frequency of claims. Estimated costs related to product warranty are accrued at the time of sale and are based upon historical warranty and service claims experience. Adjustments are made to accruals as claim data and cost experience becomes available. Changes in our product warranty liability are as follows: Three Months Ended Nine Months Ended (In thousands) May 26, May 27, May 26, May 27, Balance at beginning of period $ 34,988 $ 25,030 $ 30,805 $ 12,412 Provision 11,645 10,202 31,881 21,832 Claims paid (9,189 ) (7,176 ) (25,242 ) (19,092 ) Acquisition of Grand Design — — — 12,904 Balance at end of period $ 37,444 $ 28,056 $ 37,444 $ 28,056 |
Long-Term Debt (Notes)
Long-Term Debt (Notes) | 9 Months Ended |
May 26, 2018 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt The components of long-term debt are as follows: (In thousands) May 26, August 26, ABL $ — $ — Term Loan 260,000 284,000 Gross long-term debt, excluding issuance costs 260,000 284,000 Less: debt issuance cost, net (8,202 ) (9,424 ) Long-term debt, net of issuance costs 251,798 274,576 Less: current maturities — (2,850 ) Long-term debt, less current maturities $ 251,798 $ 271,726 On November 8, 2016 , we entered into a $125.0 million ABL and a $300.0 million Term Loan with JPMorgan Chase Bank, N.A. ("Credit Agreement"). On December 8, 2017, we amended our Credit Agreement, which decreased the interest rate spread by 1.0% on the Term Loan and 0.25% on the ABL. Prior to this amendment, $19.7 million was drawn on the ABL and used to make a voluntary prepayment on our Term Loan. Under the ABL, we have a five -year credit facility on a revolving basis, subject to availability under a borrowing base consisting of eligible accounts receivable and eligible inventory. The ABL is available for issuance of letters of credit to a specified limit of $10.0 million . We pay a commitment fee in the range of 0.25% - 0.375% on the amount of facility available, but unused. We can elect to base the interest rate on various base rates plus specific spreads depending on the amount of borrowings outstanding. We currently pay interest on ABL borrowings at a floating rate based upon LIBOR plus 1.25% . Under the Term Loan, we can elect to base the interest rate on various base rates plus specific spreads. The interest rate as of May 26, 2018 was based on LIBOR plus 3.5% . The Term Loan agreement currently requires quarterly payments in the amount of $3.75 million with all amounts then outstanding due on November 8, 2023. We have made voluntary prepayments that have extended the opportunity to defer quarterly payments, at our option, until December 31, 2019. There are mandatory prepayments for proceeds of new debt, sale of significant assets or subsidiaries, and excess cash flow as those terms are defined in the Term Loan. Incremental term loans of up to $125.0 million are available if certain financial ratios and other conditions are met. The Credit Agreement contains certain financial covenants. As of May 26, 2018 , we are in compliance with all financial covenants of the Credit Agreement. The ABL and Term Loan are guaranteed by Winnebago Industries, Inc. and all material direct and indirect domestic subsidiaries, and are secured by a security interest in substantially all of our assets, except minor excluded assets. Unamortized debt issuance costs of $0.6 million related to the voluntary prepayment on the Term Loan was expensed in the nine months ended May 26, 2018 . Aggregate contractual maturities of debt in future fiscal years are as follows as of May 26, 2018 : (In thousands) Amount 2018 $ — 2019 — 2020 10,250 2021 15,000 2022 15,000 Thereafter 219,750 Total debt $ 260,000 |
Employee and Retiree Benefits
Employee and Retiree Benefits | 9 Months Ended |
May 26, 2018 | |
Retirement Benefits [Abstract] | |
Employee and Retiree Benefits | Employee and Retiree Benefits Deferred compensation liabilities are as follows: (In thousands) May 26, August 26, Non-qualified deferred compensation $ 15,244 $ 16,476 Executive share option plan liability 1,256 1,498 SERP benefit liability 2,293 2,534 Executive deferred compensation 422 447 Officer stock-based compensation 1,096 1,664 Total deferred compensation 20,311 22,619 Less current portion (4,579 ) (3,349 ) Long-term deferred compensation $ 15,732 $ 19,270 Postretirement Health Care Benefits Historically, we provided certain health care and other benefits for retired employees hired before April 1, 2001, who had fulfilled eligibility requirements at age 55 with 15 years of continuous service. During the first quarter of Fiscal 2017, we announced the termination of the remaining postretirement health care benefits to all participants. As of January 1, 2017, postretirement health care benefits were discontinued. Net periodic postretirement benefit income consisted of the following components: Three Months Ended Nine Months Ended (In thousands) May 26, May 27, May 26, May 27, Interest cost $ — $ — $ — $ 29 Service cost — — — 16 Amortization of prior service benefit — — — (40,444 ) Amortization of net actuarial loss — — — 15,648 Net periodic postretirement benefit income $ — $ — $ — $ (24,751 ) Payments for postretirement health care $ — $ — $ — $ 68 |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
May 26, 2018 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | Shareholders' Equity Stock-Based Compensation We have a 2014 Omnibus Equity, Performance Award, and Incentive Compensation Plan (as amended, the "Plan") in place as approved by shareholders, which allows us to grant or issue non-qualified stock options, incentive stock options, share awards, and other equity compensation to key employees and to non-employee directors. On October 18, 2017 and October 11, 2016, the Human Resources Committee of the Board of Directors granted an aggregate of 62,660 and 97,600 shares, respectively, of restricted common stock to our key employees and non-employee directors under the Plan. The value of each restricted stock award is determined using the intrinsic value method, which, in this case, is based on the number of shares granted and the closing price of our common stock on the date of grant. Stock-based compensation expense was $1.4 million and $0.7 million during the third quarters of Fiscal 2018 and 2017 , respectively. Stock-based compensation expense was $5.0 million and $2.2 million during the first nine months of Fiscal 2018 and 2017 , respectively. Compensation expense is recognized over the requisite service period of the award. Dividends On October 18, 2017 , the Board of Directors declared a quarterly cash dividend of $0.10 per share of common stock, which was paid on November 29, 2017 to shareholders of record at the close of business on November 15, 2017 . On December 13, 2017 , the Board of Directors declared a quarterly cash dividend of $0.10 per share of common stock, which was paid on January 24, 2018 to shareholders of record at the close of business on January 10, 2018 . On March 14, 2018 , the Board of Directors declared a quarterly cash dividend of $0.10 per share of common stock, which was paid on April 25, 2018 to shareholders of record at the close of business on April 11, 2018 . On May 23, 2018 , the Board of Directors declared a quarterly cash dividend of $ 0.10 per share of common stock, payable on July 5, 2018 to shareholders of record at the close of business on June 20, 2018 . Share Registration As a result of the acquisition of Grand Design, we agreed to register the 4,586,555 shares of common stock issued to the Summit Sellers and the RDB Sellers pursuant to the terms of a registration rights agreement. Under the registration rights agreement, we filed a shelf registration statement on January 20, 2017 to register these shares for resale. On April 11, 2017, pursuant to an underwriting agreement dated as of April 5, 2017, by and among the Company, the Summit Sellers and Morgan Stanley & Co., LLC, the Summit Sellers sold 2,293,277 shares of common stock in an underwritten block trade. |
Contingent Liabilites and Commi
Contingent Liabilites and Commitments | 9 Months Ended |
May 26, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingent Liabilities and Commitments | Contingent Liabilities and Commitments Repurchase Commitments Generally, manufacturers in the RV industry enter into repurchase agreements with lending institutions that have provided wholesale floorplan financing to dealers. Most dealers' RVs are financed on a "floorplan" basis under which a bank or finance company lends the dealer all, or substantially all, of the purchase price, collateralized by a security interest in the RVs purchased. Our repurchase agreements provide that, in the event of default by the dealer on the agreement to pay the lending institution, we will repurchase the financed merchandise. The terms of these agreements, which generally can last up to 18 months, provide that our liability will be the lesser of remaining principal owed by the dealer to the lending institution, or dealer invoice less periodic reductions based on the time since the date of the original invoice. In certain instances, we also repurchase inventory from our dealers due to state law or regulatory requirements that govern voluntary or involuntary relationship terminations. Although laws vary from state to state, some states have laws in place that require manufacturers of RVs to repurchase current inventory if a dealership exits the business. Our total contingent liability on all repurchase agreements was approximately $920.1 million and $713.1 million at May 26, 2018 and August 26, 2017 , respectively, with the increase attributed primarily due to growth in the Towable segment. Our risk of loss related to these repurchase commitments is significantly reduced by the potential resale value of any products that are subject to repurchase and is spread over numerous dealers and lenders. The aggregate contingent liability related to our repurchase agreements represents all financed dealer inventory at the period reporting date subject to a repurchase agreement, net of the greater of periodic reductions per the agreement or dealer principal payments. Based on the repurchase exposure as previously described and our historical loss experience, we established an associated loss reserve. Our accrued losses on repurchases were $1.0 million as of May 26, 2018 and $0.7 million as of August 26, 2017 and are included in accrued expenses - other on the condensed consolidated balance sheets. Repurchase risk is affected by the credit worthiness of our dealer network, and we do not believe there is a reasonable likelihood that there will be a material change in the estimates or assumptions used to establish the loss reserve for repurchase commitments. There was no material activity related to repurchase agreements during the three and nine months ended May 26, 2018 and May 27, 2017 . Litigation We are involved in various legal proceedings that are ordinary and routine litigation incidental to our business, some of which are covered in whole or in part by insurance. While we believe the ultimate disposition of litigation will not have material adverse effect on our financial position, results of operations or liquidity, there exists the possibility that such litigation may have an impact on our results for a particular reporting period in which litigation effects become probable and reasonably estimable. Though we do not believe there is a reasonable likelihood that there will be a material change related to these matters, litigation is subject to inherent uncertainties and management’s view of these matters may change in the future. |
Income Taxes
Income Taxes | 9 Months Ended |
May 26, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes We account for income taxes under ASC 740, Income Taxes . The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in our financial statements or tax returns. Our effective tax rate decreased from 33.9% for the nine months ended May 27, 2017 to 28.2% for the nine months ended May 26, 2018 due primarily to the enactment of the Tax Act on December 22, 2017. One of the most significant provisions of this legislation was a reduction in the Federal corporate income tax rate from 35% to 21% effective beginning January 1, 2018. With our fiscal year ending on August 25, 2018, our blended Federal statutory tax rate for Fiscal 2018 is expected to be approximately 26% . Most of the remaining significant provisions of the Tax Act take effect in our Fiscal 2019. In December 2017, the SEC issued SAB 118, which has since been codified by the release of ASU 2018-05, Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 , to provide guidance for companies that allows for a measurement period of up to one year after the enactment date of the Tax Act to finalize the recording of the related tax impacts under ASC 740. In accordance with this guidance, a company must reflect the income tax effect of those aspects of the Tax Act for which the accounting under ASC 740 is complete. To the extent that a company's accounting for certain income tax effects of the Tax Act is incomplete, but it is able to determine a reasonable estimate, the company must record a provisional estimate in the financial statements. In accordance with ASC 740, as of the date of enactment, and during the three months ended February 24, 2018, we recorded a non-cash provisional estimate of $ 1.4 million to income tax expense and a corresponding reduction in the net deferred tax asset as a result of revaluing all deferred tax assets and liabilities at the newly enacted Federal corporate income tax rate. For the three months ended May 26, 2018 , we recorded an additional non-cash provisional estimate of $0.2 million to income tax expense and a corresponding reduction in the net deferred tax asset based on revisions to the provisional estimate. We are still analyzing certain aspects of the Tax Act and refining our calculations, which could potentially affect the measurement of our deferred tax balances and cause us to revise our estimate in future periods. These impacts may be material, due to, among other things, further refinement of our calculations, changes in interpretations of the Tax Act, or issuance of additional guidance by the relevant tax authorities. We file a US Federal tax return, as well as returns in various international and state jurisdictions. Although certain years are no longer subject to examination by the IRS and various state taxing authorities, net operating loss carryforwards generated in those years may still be adjusted upon examination by the IRS or state taxing authorities. As of May 26, 2018 , our Federal returns from Fiscal 2014 to present continue to be subject to review by the IRS. With few exceptions, the state returns from Fiscal 2013 to present continue to be subject to review by the state taxing jurisdictions. As of May 26, 2018 , our unrecognized tax benefits were $1.7 million , including accrued interest and penalties of $0.5 million . If we were to prevail on all unrecognized tax benefits recorded, $1.5 million of the $1.7 million would benefit the overall effective tax rate. It is our policy to recognize interest and penalties accrued relative to unrecognized tax benefits as tax expense. We do not believe that there will be a significant change in the total amount of unrecognized tax benefits within the next twelve months. |
Income Per Share
Income Per Share | 9 Months Ended |
May 26, 2018 | |
Earnings Per Share [Abstract] | |
Income Per Share | Income Per Share The following table reflects the calculation of basic and diluted income per share: Three Months Ended Nine Months Ended (In thousands, except per share data) May 26, May 27, May 26, May 27, Income per share - basic Net income $ 32,521 $ 19,391 $ 72,567 $ 46,407 Weighted average shares outstanding 31,582 31,587 31,617 30,333 Net income per share - basic $ 1.03 $ 0.61 $ 2.30 $ 1.53 Income per share - diluted Net income $ 32,521 $ 19,391 $ 72,567 $ 46,407 Weighted average shares outstanding 31,582 31,587 31,617 30,333 Dilutive impact of awards and options outstanding 171 104 208 115 Weighted average shares and potential dilutive shares outstanding 31,753 31,691 31,825 30,448 Net income per share - diluted $ 1.02 $ 0.61 $ 2.28 $ 1.52 The computation of weighted average shares and potential dilutive shares outstanding excludes the effect of options to purchase 89,710 and 61,000 shares of common stock for the three months ended May 26, 2018 and May 27, 2017 , respectively, and 58,860 and 61,000 shares of common stock for the nine months ended May 26, 2018 and May 27, 2017 , respectively. These amounts were not included in the computation of diluted income per share because they are considered anti-dilutive under the treasury stock method per ASC 260, Earnings Per Share . |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 9 Months Ended |
May 26, 2018 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) Changes in AOCI by component, net of tax, were: Three Months Ended May 26, 2018 May 27, 2017 (In thousands) Defined Benefit Pension Items Interest Rate Swap Total Defined Benefit Pension Items Interest Rate Swap Total Balance at beginning of period $ (496 ) $ 1,403 $ 907 $ (461 ) $ (439 ) $ (900 ) OCI before reclassifications — 129 129 — (58 ) (58 ) Amounts reclassified from AOCI 7 — 7 6 — 6 Net current-period OCI 7 129 136 6 (58 ) (52 ) Balance at end of period $ (489 ) $ 1,532 $ 1,043 $ (455 ) $ (497 ) $ (952 ) Nine Months Ended May 26, 2018 May 27, 2017 (In thousands) Defined Benefit Pension Items Interest Rate Swap Total Defined Benefit Pension Items Interest Rate Swap Total Balance at beginning of period $ (509 ) $ (514 ) $ (1,023 ) $ 10,975 $ — $ 10,975 OCI before reclassifications — 2,046 2,046 3,903 (497 ) 3,406 Amounts reclassified from AOCI 20 — 20 (15,333 ) — (15,333 ) Net current-period OCI 20 2,046 2,066 (11,430 ) (497 ) (11,927 ) Balance at end of period $ (489 ) $ 1,532 $ 1,043 $ (455 ) $ (497 ) $ (952 ) Reclassifications out of AOCI in net periodic benefit costs, net of tax, were: Three Months Ended Nine Months Ended (In thousands) Location on Consolidated Statements of Income and Comprehensive Income May 26, May 27, May 26, May 27, Amortization of prior service credit SG&A $ — $ — $ — $ (25,035 ) Amortization of net actuarial loss SG&A 7 6 20 9,702 Total reclassifications $ 7 $ 6 $ 20 $ (15,333 ) |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
May 26, 2018 | |
Accounting Policies [Abstract] | |
Fiscal Period [Policy Text Block] | Fiscal Period We follow a 52-/53-week fiscal year, ending the last Saturday in August. Both Fiscal 2018 and Fiscal 2017 are 52-week years. |
New Accounting Pronouncements [Policy Text Block] | Recently Adopted Accounting Pronouncements In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting (Topic 718) , which simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for the related income taxes, forfeitures, statutory tax withholding requirements and classification in the statement of cash flows. ASU 2016-09 is effective for annual reporting periods beginning after December 15, 2016 (our Fiscal 2018), including interim periods within those annual reporting periods. We adopted this ASU in the interim quarterly reporting period ended November 25, 2017. Amendments requiring recognition of excess tax benefits and tax deficiencies in the statements of income and comprehensive income resulted in $0.6 million of excess tax benefits recorded as a reduction of income tax expense upon adoption for the three months ended November 25, 2017. The reduction in income tax expense also reduced the effective tax rate by 2.2% and added $0.02 to income per share for the quarter ended November 25, 2017. Amendments related to the presentation of excess tax benefits and employee taxes paid when an employer withholds shares to meet the minimum statutory withholding requirement required no change to the statement of cash flows. There were no material impacts on the consolidated financial statements of the Company, which adopted a policy of accounting for forfeitures when they occur. In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330) , which requires inventory measured using any method other than LIFO or the retail inventory method to be subsequently measured at the lower of cost or net realizable value, rather than at the lower of cost or market. Under this ASU, subsequent measurement of inventory using the LIFO and retail inventory method is unchanged. ASU 2015-11 is effective prospectively for fiscal years beginning after December 15, 2016 (our Fiscal 2018), including interim periods within those annual reporting periods. We adopted this ASU on August 27, 2017, and there was no material impact on our consolidated financial statements. New Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , which establishes a comprehensive new model for the recognition of revenue from contracts with customers. This model is based on the core principle that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Entities have the option of using either retrospective transition or a modified approach in applying the new standard. The standard is effective for fiscal years, and the interim periods within those years, beginning after December 15, 2017 (our Fiscal 2019). Early adoption is permitted. We have performed an evaluation that included a review of representative contracts with key customers and the performance obligations contained therein, as well as a review of our commercial terms and practices across each of our segments. Based on our preliminary review, we do not expect adoption to have a material impact on our consolidated financial statements but further work to substantiate this preliminary conclusion is underway. We continue to assess the impact of the standard on our disclosures and our internal controls over financial reporting. We plan to adopt this standard in the first quarter of our Fiscal 2019. Providing we ultimately conclude that the impacts of adoption are immaterial, we would expect to use the modified retrospective method. Under this method, we would recognize the cumulative effect of the changes in retained earnings at the date of adoption, but would not restate prior periods. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , which requires an entity to recognize both assets and liabilities arising from financing and operating leases, along with additional qualitative and quantitative disclosures. The new standard must be adopted on a modified retrospective basis for fiscal years beginning after December 15, 2018 (our Fiscal 2020), including interim periods within those annual reporting periods. Early adoption is permitted. We are currently evaluating the impact of adopting this ASU on our consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments (Topic 230) , which provides guidance for eight specific cash flow issues with the objective of reducing the existing diversity in practice. ASU 2016-15 is effective retrospectively for annual reporting periods beginning after December 15, 2017 (our Fiscal 2019), including interim periods within those annual reporting periods. Early adoption is permitted. We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and do not expect adoption to have a material impact. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815) , which improves the financial reporting of hedging relationships to better portray the economic results of an entity's risk management activities in its financial statements. ASU 2017-12 is effective for annual reporting periods beginning after December 15, 2018 (our Fiscal 2020), including interim periods within those annual reporting periods. Early adoption is permitted. We are currently evaluating the impact of adopting this ASU on our consolidated financial statements. In February 2018, the FASB issued ASU 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220), which allows for a reclassification of stranded tax effects from the Tax Act from AOCI to retained earnings. This ASU is effective for fiscal years beginning after December 15, 2018 (our Fiscal 2020). We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and do not expect adoption to have a material impact. |
Subsequent Events [Policy Text Block] | Subsequent Event On June 4, 2018, we acquired 100% of the ownership interests of Chris-Craft, a privately-owned company based in Sarasota Florida. Chris-Craft manufactures and sells premium quality boats in the recreational powerboat industry through an established global network of independent authorized dealers. |
Business Combination, Goodwil24
Business Combination, Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
May 26, 2018 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The final allocation of the purchase price to assets acquired and liabilities assumed was as follows: (In thousands) November 8, Cash $ 1,748 Accounts receivable 32,834 Inventories 15,300 Prepaid expenses and other assets 3,037 Property, plant and equipment 8,998 Goodwill 243,456 Other intangible assets 253,100 Total assets acquired 558,473 Accounts payable 11,163 Accrued compensation 3,615 Product warranties 12,904 Promotional 3,976 Other 1,496 Deferred tax liabilities 4,811 Total liabilities assumed 37,965 Total purchase price $ 520,508 We acquired 100% of the ownership interests of Grand Design on November 8, 2016 in accordance with the Securities Purchase Agreement for an aggregate purchase price of $520.5 million , which was paid in cash and Winnebago shares as follows: (In thousands, except shares and per share data) November 8, Cash $ 396,442 Winnebago shares: 4,586,555 at $27.05 per share 124,066 Total $ 520,508 |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block] | The allocation of the purchase price to the net assets acquired and liabilities assumed resulted in the recognition of intangible assets with fair value on the closing date of November 8, 2016 and amortization accumulated from the closing date through May 26, 2018 as follows: May 26, 2018 August 26, 2017 (In thousands) Weighted Average Life-Years Cost Accumulated Amortization Cost Accumulated Amortization Trade name Indefinite $ 148,000 $ — $ 148,000 $ — Dealer network 12.0 80,500 10,365 80,500 5,348 Backlog 0.5 18,000 18,000 18,000 18,000 Non-compete agreements 4.0 4,600 1,836 4,600 1,116 Leasehold interest-favorable 8.1 2,000 380 2,000 196 Total 253,100 $ 30,581 253,100 $ 24,660 Accumulated amortization (30,581 ) (24,660 ) Net book value of intangible assets $ 222,519 $ 228,440 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Remaining estimated aggregate annual amortization expense by fiscal year is as follows: (In thousands) Amount Remainder of 2018 $ 1,933 2019 7,733 2020 7,733 2021 7,733 2022 7,106 Thereafter 42,281 |
Business Acquisition, Pro Forma Information [Table Text Block] | The following table provides net revenues and operating income (which includes amortization expense) from the Grand Design business included in our consolidated results during the nine months ended May 26, 2018 and May 27, 2017 following the November 8, 2016 closing date: Nine Months Ended (In thousands) May 26, May 27, Net revenues $ 719,030 $ 366,309 Operating income 91,452 27,083 Unaudited pro forma information is as follows: Nine Months Ended (In thousands, except per share data) May 26, May 27, 2017 (1) Net revenues $ 1,480,641 $ 1,187,849 Net income 72,675 66,009 Income per share - basic 2.30 2.09 Income per share - diluted 2.28 2.08 (1) Net income and income per share include the increased benefit of $16.3 million , net of tax, associated with the termination of the postretirement health care plan in Fiscal 2017. The unaudited pro forma data above includes the following significant non-recurring adjustments made to account for certain costs, which would have changed if the acquisition of Grand Design had been completed on August 30, 2015: Nine Months Ended (In thousands) May 26, May 27, 2017 (1) Amortization of intangibles (1 year or less useful life) $ (122 ) $ (18,601 ) Increase in amortization of intangibles — 1,551 Expenses related to business combination (transaction costs) (50 ) (6,432 ) Interest to reflect new debt structure — 3,672 Taxes related to the adjustments to the pro forma data and to the income of Grand Design 64 11,513 (1) Pro forma transaction costs include $0.1 million incurred by Grand Design prior to acquisition. |
Business Segments (Tables)
Business Segments (Tables) | 9 Months Ended |
May 26, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table shows information by reporting segment: Three Months Ended Nine Months Ended (In thousands) May 26, May 27, May 26, May 27, Net revenues Motorized $ 249,245 $ 241,670 $ 641,602 $ 635,732 Towable 313,016 234,694 839,039 456,451 Consolidated $ 562,261 $ 476,364 $ 1,480,641 $ 1,092,183 Adjusted EBITDA Motorized $ 9,319 $ 14,567 $ 16,518 $ 36,521 Towable 44,042 32,761 111,636 54,557 Consolidated $ 53,361 $ 47,328 $ 128,154 $ 91,078 Capital expenditures Motorized $ 2,643 $ 1,527 $ 7,383 $ 6,626 Towable 3,805 1,275 10,740 3,114 Consolidated $ 6,448 $ 2,802 $ 18,123 $ 9,740 Total assets Motorized $ 301,667 $ 275,673 $ 301,667 $ 275,673 Towable 613,162 572,977 613,162 572,977 Unallocated corporate assets 50,881 41,701 50,881 41,701 Consolidated $ 965,710 $ 890,351 $ 965,710 $ 890,351 Reconciliation of net income to consolidated Adjusted EBITDA: Three Months Ended Nine Months Ended (In thousands) May 26, May 27, May 26, May 27, Net income $ 32,521 $ 19,391 $ 72,567 $ 46,407 Interest expense 4,172 5,265 13,871 11,571 Provision for income taxes 11,684 10,258 28,478 23,794 Depreciation 2,351 1,859 6,679 5,287 Amortization of intangible assets 1,933 10,159 5,921 22,578 EBITDA 52,661 46,932 127,516 109,637 Postretirement health care benefit income — — — (24,796 ) Transaction costs 800 450 850 6,374 Non-operating income (100 ) (54 ) (212 ) (137 ) Adjusted EBITDA $ 53,361 $ 47,328 $ 128,154 $ 91,078 |
Derivatives, Investments and 26
Derivatives, Investments and Fair Value Measurements (Tables) | 9 Months Ended |
May 26, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | The following tables set forth by level within the fair value hierarchy our financial assets and liabilities that were accounted for at fair value on a recurring basis at May 26, 2018 and August 26, 2017 according to the valuation techniques we used to determine their fair values: Fair Value Measurements Using Inputs Considered As (In thousands) Fair Value at Level 1 Quoted Prices in Active Markets for Identical Assets Level 2 Significant Other Observable Inputs Level 3 Significant Unobservable Inputs Assets that fund deferred compensation: Domestic equity funds $ 1,474 $ 1,436 $ 38 $ — International equity funds 161 142 19 — Fixed income funds 150 66 84 — Interest rate swap contract 2,095 — 2,095 — Total assets at fair value $ 3,880 $ 1,644 $ 2,236 $ — Fair Value Measurements Using Inputs Considered As (In thousands) Fair Value at Level 1 Quoted Prices in Active Markets for Identical Assets Level 2 Significant Other Observable Inputs Level 3 Significant Unobservable Inputs Assets that fund deferred compensation: Domestic equity funds $ 1,708 $ 1,671 $ 37 $ — International equity funds 174 157 17 — Fixed income funds 259 170 89 — Interest rate swap contract (828 ) — (828 ) — Total assets (liabilities) at fair value $ 1,313 $ 1,998 $ (685 ) $ — |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
May 26, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | Inventories consist of the following: (In thousands) May 26, August 26, Finished goods $ 34,954 $ 16,947 Work-in-process 60,206 60,818 Raw materials 118,875 99,919 Total 214,035 177,684 LIFO reserve (36,657 ) (35,419 ) Total inventories $ 177,378 $ 142,265 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
May 26, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property, plant and equipment is stated at cost, net of accumulated depreciation and consists of the following: (In thousands) May 26, August 26, Land $ 4,647 $ 3,914 Buildings and building improvements 82,780 73,831 Machinery and equipment 101,525 99,952 Software 22,078 17,844 Transportation 8,543 8,993 Total property, plant and equipment, gross 219,573 204,534 Less accumulated depreciation (137,092 ) (132,974 ) Total property, plant and equipment, net $ 82,481 $ 71,560 |
Warranty (Tables)
Warranty (Tables) | 9 Months Ended |
May 26, 2018 | |
Product Warranties Disclosures [Abstract] | |
Schedule of Product Warranty Liability [Table Text Block] | Changes in our product warranty liability are as follows: Three Months Ended Nine Months Ended (In thousands) May 26, May 27, May 26, May 27, Balance at beginning of period $ 34,988 $ 25,030 $ 30,805 $ 12,412 Provision 11,645 10,202 31,881 21,832 Claims paid (9,189 ) (7,176 ) (25,242 ) (19,092 ) Acquisition of Grand Design — — — 12,904 Balance at end of period $ 37,444 $ 28,056 $ 37,444 $ 28,056 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
May 26, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The components of long-term debt are as follows: (In thousands) May 26, August 26, ABL $ — $ — Term Loan 260,000 284,000 Gross long-term debt, excluding issuance costs 260,000 284,000 Less: debt issuance cost, net (8,202 ) (9,424 ) Long-term debt, net of issuance costs 251,798 274,576 Less: current maturities — (2,850 ) Long-term debt, less current maturities $ 251,798 $ 271,726 |
Schedule of Maturities of Long-term Debt | Aggregate contractual maturities of debt in future fiscal years are as follows as of May 26, 2018 : (In thousands) Amount 2018 $ — 2019 — 2020 10,250 2021 15,000 2022 15,000 Thereafter 219,750 Total debt $ 260,000 |
Employee and Retiree Benefits (
Employee and Retiree Benefits (Tables) | 9 Months Ended |
May 26, 2018 | |
Retirement Benefits [Abstract] | |
Schedule of Amounts Recognized in Balance Sheet [Table Text Block] | Deferred compensation liabilities are as follows: (In thousands) May 26, August 26, Non-qualified deferred compensation $ 15,244 $ 16,476 Executive share option plan liability 1,256 1,498 SERP benefit liability 2,293 2,534 Executive deferred compensation 422 447 Officer stock-based compensation 1,096 1,664 Total deferred compensation 20,311 22,619 Less current portion (4,579 ) (3,349 ) Long-term deferred compensation $ 15,732 $ 19,270 |
Schedule of Net Benefit Costs [Table Text Block] | Net periodic postretirement benefit income consisted of the following components: Three Months Ended Nine Months Ended (In thousands) May 26, May 27, May 26, May 27, Interest cost $ — $ — $ — $ 29 Service cost — — — 16 Amortization of prior service benefit — — — (40,444 ) Amortization of net actuarial loss — — — 15,648 Net periodic postretirement benefit income $ — $ — $ — $ (24,751 ) Payments for postretirement health care $ — $ — $ — $ 68 |
Income Per Share (Tables)
Income Per Share (Tables) | 9 Months Ended |
May 26, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following table reflects the calculation of basic and diluted income per share: Three Months Ended Nine Months Ended (In thousands, except per share data) May 26, May 27, May 26, May 27, Income per share - basic Net income $ 32,521 $ 19,391 $ 72,567 $ 46,407 Weighted average shares outstanding 31,582 31,587 31,617 30,333 Net income per share - basic $ 1.03 $ 0.61 $ 2.30 $ 1.53 Income per share - diluted Net income $ 32,521 $ 19,391 $ 72,567 $ 46,407 Weighted average shares outstanding 31,582 31,587 31,617 30,333 Dilutive impact of awards and options outstanding 171 104 208 115 Weighted average shares and potential dilutive shares outstanding 31,753 31,691 31,825 30,448 Net income per share - diluted $ 1.02 $ 0.61 $ 2.28 $ 1.52 |
Accumulated Other Comprehensi33
Accumulated Other Comprehensive Income (Loss) (Tables) | 9 Months Ended |
May 26, 2018 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | Changes in AOCI by component, net of tax, were: Three Months Ended May 26, 2018 May 27, 2017 (In thousands) Defined Benefit Pension Items Interest Rate Swap Total Defined Benefit Pension Items Interest Rate Swap Total Balance at beginning of period $ (496 ) $ 1,403 $ 907 $ (461 ) $ (439 ) $ (900 ) OCI before reclassifications — 129 129 — (58 ) (58 ) Amounts reclassified from AOCI 7 — 7 6 — 6 Net current-period OCI 7 129 136 6 (58 ) (52 ) Balance at end of period $ (489 ) $ 1,532 $ 1,043 $ (455 ) $ (497 ) $ (952 ) Nine Months Ended May 26, 2018 May 27, 2017 (In thousands) Defined Benefit Pension Items Interest Rate Swap Total Defined Benefit Pension Items Interest Rate Swap Total Balance at beginning of period $ (509 ) $ (514 ) $ (1,023 ) $ 10,975 $ — $ 10,975 OCI before reclassifications — 2,046 2,046 3,903 (497 ) 3,406 Amounts reclassified from AOCI 20 — 20 (15,333 ) — (15,333 ) Net current-period OCI 20 2,046 2,066 (11,430 ) (497 ) (11,927 ) Balance at end of period $ (489 ) $ 1,532 $ 1,043 $ (455 ) $ (497 ) $ (952 ) |
Reclassification out of Accumulated Other Comprehensive Income [Table Text Block] | Reclassifications out of AOCI in net periodic benefit costs, net of tax, were: Three Months Ended Nine Months Ended (In thousands) Location on Consolidated Statements of Income and Comprehensive Income May 26, May 27, May 26, May 27, Amortization of prior service credit SG&A $ — $ — $ — $ (25,035 ) Amortization of net actuarial loss SG&A 7 6 20 9,702 Total reclassifications $ 7 $ 6 $ 20 $ (15,333 ) |
Basis of Presentation Accountin
Basis of Presentation Accounting Policies (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Nov. 25, 2017 | Jun. 04, 2018 | |
New Accounting Pronouncements and Subsequent Events [Line Items] | ||
Excess tax benefits | $ 0.6 | |
Excess tax benefit, percent | 2.20% | |
Excess tax benefit effect on earnings per share | $ 0.02 | |
Chris-Craft [Member] [Member] | Subsequent Event [Member] | ||
New Accounting Pronouncements and Subsequent Events [Line Items] | ||
Percent of voting interest acquired | 100.00% |
Business Combination, Goodwil35
Business Combination, Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 24 Months Ended | |||
May 26, 2018 | May 27, 2017 | May 26, 2018 | May 27, 2017 | May 26, 2018 | Nov. 08, 2016 | |
Business Acquisition [Line Items] | ||||||
Goodwill increase during period | $ 2,000 | |||||
Amortization of intangible assets | $ 1,933 | $ 10,159 | 5,921 | $ 22,578 | ||
Finite-lived intangible assets, remaining amortization period | 10 years 3 months | |||||
Acquisition related costs | $ 800 | $ 450 | 850 | 6,374 | ||
Grand Design [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Member interest held | 10.66% | |||||
Grand Design [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Revenue since acquisition | 719,030 | 366,309 | ||||
Operating income since acquisition | 91,452 | 27,083 | ||||
Percent of voting interest acquired | 100.00% | |||||
Acquisition related costs | $ 100 | $ 6,400 | $ 6,900 | |||
Grand Design Member Interest [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Percent of voting interest acquired | 89.34% | |||||
Blocker Corp [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Percent of voting interest acquired | 100.00% |
Business Combination, Goodwil36
Business Combination, Goodwill and Other Intangible Assets (Details) - Grand Design [Member] $ / shares in Units, $ in Thousands | Nov. 08, 2016USD ($)$ / sharesshares |
Business Acquisition [Line Items] | |
Cash | $ 396,442 |
Winnebago shares: 4,586,555 at $27.05 per share | 124,066 |
Total | $ 520,508 |
Shares issued for acquisition | shares | 4,586,555 |
Share price (in dollars per share) | $ / shares | $ 27.05 |
Business Combination, Goodwil37
Business Combination, Goodwill and Other Intangible Assets - Purchase Price Allocation (Details) - USD ($) $ in Thousands | May 26, 2018 | Aug. 26, 2017 | Nov. 08, 2016 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||
Goodwill | $ 244,684 | $ 242,728 | |
Grand Design [Member] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||
Cash | $ 1,748 | ||
Accounts receivable | 32,834 | ||
Inventories | 15,300 | ||
Prepaid expenses and other assets | 3,037 | ||
Property, plant and equipment | 8,998 | ||
Goodwill | 243,456 | ||
Other intangible assets | 253,100 | ||
Total assets acquired | 558,473 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | |||
Accounts payable | 11,163 | ||
Accrued compensation | 3,615 | ||
Product warranties | 12,904 | ||
Promotional | 3,976 | ||
Other | 1,496 | ||
Deferred tax liabilities | 4,811 | ||
Total liabilities assumed | 37,965 | ||
Total purchase price | $ 520,508 |
Business Combination, Goodwil38
Business Combination, Goodwill and Other Intangible Assets - Intangible Assets Acquired (Details) - USD ($) $ in Thousands | Nov. 08, 2016 | May 26, 2018 | Aug. 26, 2017 |
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Accumulated amortization | $ (30,581) | $ (24,660) | |
Grand Design [Member] | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Fair value of intangible assets acquired | $ 253,100 | ||
Accumulated amortization | (30,581) | (24,660) | |
Intangible assets, net | 222,519 | 228,440 | |
Grand Design [Member] | Trade name [Member] | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Fair value of indefinite-lived intangible assets acquired | $ 148,000 | ||
Dealer network [Member] | Grand Design [Member] | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Acquired finite-lived intangible assets, weighted average life | 12 years | ||
Fair value of finite-lived intangible assets acquired | $ 80,500 | ||
Accumulated amortization | (10,365) | (5,348) | |
Backlog [Member] | Grand Design [Member] | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Acquired finite-lived intangible assets, weighted average life | 6 months | ||
Fair value of finite-lived intangible assets acquired | $ 18,000 | ||
Accumulated amortization | (18,000) | (18,000) | |
Noncompete agreements [Member] | Grand Design [Member] | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Acquired finite-lived intangible assets, weighted average life | 4 years | ||
Fair value of finite-lived intangible assets acquired | $ 4,600 | ||
Accumulated amortization | (1,836) | (1,116) | |
Leasehold interest-favorable [Member] | Grand Design [Member] | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Acquired finite-lived intangible assets, weighted average life | 8 years 1 month 6 days | ||
Fair value of finite-lived intangible assets acquired | $ 2,000 | ||
Accumulated amortization | $ (380) | $ (196) |
Business Combination, Goodwil39
Business Combination, Goodwill and Other Intangible Assets - Future Amortization of Intangible Assets (Details) $ in Thousands | May 26, 2018USD ($) |
Business Combinations [Abstract] | |
Remainder of 2018 | $ 1,933 |
2,019 | 7,733 |
2,020 | 7,733 |
2,021 | 7,733 |
2,022 | 7,106 |
Thereafter | $ 42,281 |
Business Combination, Goodwil40
Business Combination, Goodwill and Other Intangible Assets - ProForma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 24 Months Ended | ||||
May 26, 2018 | May 27, 2017 | Nov. 26, 2016 | May 26, 2018 | May 27, 2017 | May 26, 2018 | ||
Business Acquisition [Line Items] | |||||||
Postretirement health care benefit income, net of tax | $ 16,300 | ||||||
Acquisition related costs | $ 800 | $ 450 | $ 850 | 6,374 | |||
Grand Design [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Revenue since acquisition | 719,030 | 366,309 | |||||
Operating income since acquisition | 91,452 | 27,083 | |||||
Pro forma net revenues | 1,480,641 | 1,187,849 | |||||
Pro forma net income | $ 72,675 | $ 66,009 | [1] | ||||
Pro forma income per share - basic (in dollars per share) | $ 2.30 | $ 2.09 | [1] | ||||
Pro forma income per share - diluted (in dollars per share) | $ 2.28 | $ 2.08 | [1] | ||||
Acquisition related costs | $ 100 | $ 6,400 | $ 6,900 | ||||
Amortization of intangibles (1 year or less useful life) [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Nonrecurring adjustments | (122) | (18,601) | |||||
Increase in amortization of intangibles [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Nonrecurring adjustments | 0 | 1,551 | |||||
Expenses Related to Business Combination [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Nonrecurring adjustments | (50) | (6,432) | [2] | ||||
Grand Design Expenses Related to Business Combination [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Nonrecurring adjustments | $ (100) | ||||||
Interest to reflect new debt structure [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Nonrecurring adjustments | 0 | 3,672 | |||||
Taxes related to the adjustments to the pro forma [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Nonrecurring adjustments | $ 64 | $ 11,513 | |||||
[1] | Net income and income per share include the increased benefit of $16.3 million, net of tax, associated with the termination of the postretirement health care plan in Fiscal 2017. | ||||||
[2] | Pro forma transaction costs include $0.1 million incurred by Grand Design prior to acquisition. |
Business Segments (Details)
Business Segments (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
May 26, 2018USD ($) | May 27, 2017USD ($) | May 26, 2018USD ($)segment | May 27, 2017USD ($) | Aug. 26, 2017USD ($) | |
Segment Reporting Information [Line Items] | |||||
Number of reportable segments | segment | 2 | ||||
Revenues | $ 562,261 | $ 476,364 | $ 1,480,641 | $ 1,092,183 | |
Adjusted EBITDA | 53,361 | 47,328 | 128,154 | 91,078 | |
Capital expenditures | 6,448 | 2,802 | 18,123 | 9,740 | |
Assets | 965,710 | 890,351 | 965,710 | 890,351 | $ 902,512 |
Operating Segments [Member] | Motorized [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 249,245 | 241,670 | 641,602 | 635,732 | |
Adjusted EBITDA | 9,319 | 14,567 | 16,518 | 36,521 | |
Capital expenditures | 2,643 | 1,527 | 7,383 | 6,626 | |
Assets | 301,667 | 275,673 | 301,667 | 275,673 | |
Operating Segments [Member] | Towable [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 313,016 | 234,694 | 839,039 | 456,451 | |
Adjusted EBITDA | 44,042 | 32,761 | 111,636 | 54,557 | |
Capital expenditures | 3,805 | 1,275 | 10,740 | 3,114 | |
Assets | 613,162 | 572,977 | 613,162 | 572,977 | |
Operating Segments [Member] | Unallocated Corporate [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Assets | $ 50,881 | $ 41,701 | $ 50,881 | $ 41,701 |
Business Segments - Reconciliat
Business Segments - Reconciliation of Adjusted EBITDA (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
May 26, 2018 | May 27, 2017 | May 26, 2018 | May 27, 2017 | |
Segment Reporting [Abstract] | ||||
Net income | $ 32,521 | $ 19,391 | $ 72,567 | $ 46,407 |
Interest expense | 4,172 | 5,265 | 13,871 | 11,571 |
Provision for income taxes | 11,684 | 10,258 | 28,478 | 23,794 |
Depreciation | 2,351 | 1,859 | 6,679 | 5,287 |
Amortization of intangible assets | 1,933 | 10,159 | 5,921 | 22,578 |
EBITDA | 52,661 | 46,932 | 127,516 | 109,637 |
Postretirement health care benefit income | 0 | 0 | 0 | (24,796) |
Transaction costs | 800 | 450 | 850 | 6,374 |
Non-operating income | (100) | (54) | (212) | (137) |
Adjusted EBITDA | $ 53,361 | $ 47,328 | $ 128,154 | $ 91,078 |
Concentration Risk (Narrative)
Concentration Risk (Narrative) (Details) - Sales Revenue, Goods, Net [Member] - Customer Concentration Risk [Member] | 9 Months Ended | |
May 26, 2018 | May 27, 2017 | |
Concentration risk threshhold [Member] | ||
Concentration Risk [Line Items] | ||
Percent of revenue | 10.00% | |
Major Customer One [Member] | ||
Concentration Risk [Line Items] | ||
Percent of revenue | 10.90% | |
Major Customer Two [Member] | ||
Concentration Risk [Line Items] | ||
Percent of revenue | 10.60% |
Derivatives, Investments and 44
Derivatives, Investments and Fair Value Measurements (Fair Value Inputs) (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | May 26, 2018 | Aug. 26, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Domestic equity funds | $ 1,474 | $ 1,708 |
International equity funds | 161 | 174 |
Fixed income funds | 150 | 259 |
Interest rate swap contract, assets | 2,095 | |
Interest rate swap contract, liabilities | 828 | |
Total assets (liabilities) at fair value | 3,880 | 1,313 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Domestic equity funds | 1,436 | 1,671 |
International equity funds | 142 | 157 |
Fixed income funds | 66 | 170 |
Interest rate swap contract, assets | 0 | |
Interest rate swap contract, liabilities | 0 | |
Total assets (liabilities) at fair value | 1,644 | 1,998 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Domestic equity funds | 38 | 37 |
International equity funds | 19 | 17 |
Fixed income funds | 84 | 89 |
Interest rate swap contract, assets | 2,095 | |
Interest rate swap contract, liabilities | 828 | |
Total assets (liabilities) at fair value | 2,236 | (685) |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Domestic equity funds | 0 | 0 |
International equity funds | 0 | 0 |
Fixed income funds | 0 | 0 |
Interest rate swap contract, assets | 0 | |
Interest rate swap contract, liabilities | 0 | |
Total assets (liabilities) at fair value | $ 0 | $ 0 |
Derivatives, Investments and 45
Derivatives, Investments and Fair Value Measurements (Narrative) (Details) - USD ($) $ in Thousands | May 26, 2018 | Aug. 26, 2017 |
Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swap contract, liabilities | $ (828) | |
Interest rate swap contract, assets | $ 2,095 | |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swap contract, liabilities | (828) | |
Interest rate swap contract, assets | 2,095 | |
Term Loan | Interest Rate Swap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Notional amount | $ 170,000 | $ 200,000 |
Interest rate, stated percentage | 5.32% | 6.32% |
Inventories (Inventory Schedule
Inventories (Inventory Schedule) (Details) - USD ($) $ in Thousands | May 26, 2018 | Aug. 26, 2017 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 34,954 | $ 16,947 |
Work-in-process | 60,206 | 60,818 |
Raw materials | 118,875 | 99,919 |
Total | 214,035 | 177,684 |
LIFO reserve | (36,657) | (35,419) |
Total inventories | $ 177,378 | $ 142,265 |
Inventories (Narrative) (Detail
Inventories (Narrative) (Details) - USD ($) $ in Thousands | May 26, 2018 | Aug. 26, 2017 |
Inventory Disclosure [Abstract] | ||
Inventory, gross | $ 214,035 | $ 177,684 |
Inventory, LIFO | 179,100 | 149,800 |
Inventory, FIFO | $ 34,900 | $ 27,900 |
Property, Plant and Equipment48
Property, Plant and Equipment (Property, Plant and Equipment) (Details) - USD ($) $ in Thousands | May 26, 2018 | Aug. 26, 2017 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | $ 219,573 | $ 204,534 |
Less accumulated depreciation | (137,092) | (132,974) |
Total property, plant and equipment, net | 82,481 | 71,560 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 4,647 | 3,914 |
Buildings and building improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 82,780 | 73,831 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 101,525 | 99,952 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 22,078 | 17,844 |
Transportation [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | $ 8,543 | $ 8,993 |
Warranty (Schedule of Product W
Warranty (Schedule of Product Warranty Liability) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
May 26, 2018 | May 27, 2017 | May 26, 2018 | May 27, 2017 | |
Movement in Standard and Extended Product Warranty, Increase (Decrease) [Roll Forward] | ||||
Balance at beginning of period | $ 34,988 | $ 25,030 | $ 30,805 | $ 12,412 |
Provision | 11,645 | 10,202 | 31,881 | 21,832 |
Claims paid | (9,189) | (7,176) | (25,242) | (19,092) |
Acquisition of Grand Design | 0 | 0 | 0 | 12,904 |
Balance at end of period | $ 37,444 | $ 28,056 | $ 37,444 | $ 28,056 |
Long-Term Debt - Components of
Long-Term Debt - Components of Long-Term Debt (Details) - USD ($) $ in Thousands | May 26, 2018 | Aug. 26, 2017 |
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 260,000 | $ 284,000 |
Less: debt issuance cost, net | (8,202) | (9,424) |
Long-term debt | 251,798 | 274,576 |
Less: current maturities | 0 | (2,850) |
Long-term debt, less current maturities | 251,798 | 271,726 |
Line of Credit [Member] | ABL | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 0 | 0 |
Line of Credit [Member] | Term Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 260,000 | $ 284,000 |
Long-Term Debt - Narrative (De
Long-Term Debt - Narrative (Details) - USD ($) $ in Thousands | Dec. 08, 2017 | Nov. 08, 2016 | May 26, 2018 | May 27, 2017 | Aug. 26, 2017 |
Debt Instrument [Line Items] | |||||
Borrowings on credit agreement | $ 19,700 | $ 366,400 | |||
Debt issuance costs, net | 8,202 | $ 9,424 | |||
Amortization of debt issuance costs | 1,222 | $ 889 | |||
Term Loan | |||||
Debt Instrument [Line Items] | |||||
Amortization of debt issuance costs | $ 600 | ||||
JPMorgan Chase [Member] | Line of Credit [Member] | ABL | |||||
Debt Instrument [Line Items] | |||||
Debt, face amount | $ 125,000 | ||||
Basis spread on variable rate, decrease | 0.25% | ||||
Borrowings on credit agreement | $ 19,700 | ||||
Debt instrument, term | 5 years | ||||
JPMorgan Chase [Member] | Line of Credit [Member] | ABL | London Interbank Offered Rate (LIBOR) [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 1.25% | ||||
JPMorgan Chase [Member] | Line of Credit [Member] | Term Loan | |||||
Debt Instrument [Line Items] | |||||
Debt, face amount | $ 300,000 | ||||
Basis spread on variable rate, decrease | 1.00% | ||||
Quarterly payment amount | $ 3,750 | ||||
Incremental term loans, up to | 125,000 | ||||
JPMorgan Chase [Member] | Line of Credit [Member] | Term Loan | London Interbank Offered Rate (LIBOR) [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 3.50% | ||||
JPMorgan Chase [Member] | Line of Credit [Member] | Letter of Credit [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt, face amount | $ 10,000 | ||||
Minimum [Member] | JPMorgan Chase [Member] | Line of Credit [Member] | Letter of Credit [Member] | |||||
Debt Instrument [Line Items] | |||||
Commitment fee percentage | 0.25% | ||||
Maximum [Member] | JPMorgan Chase [Member] | Line of Credit [Member] | Letter of Credit [Member] | |||||
Debt Instrument [Line Items] | |||||
Commitment fee percentage | 0.375% |
Long-Term Debt - Contractual Ma
Long-Term Debt - Contractual Maturities (Details) - USD ($) $ in Thousands | May 26, 2018 | Aug. 26, 2017 |
Debt Disclosure [Abstract] | ||
2,018 | $ 0 | |
2,019 | 0 | |
2,020 | 10,250 | |
2,021 | 15,000 | |
2,022 | 15,000 | |
Thereafter | 219,750 | |
Total debt | $ 260,000 | $ 284,000 |
Employee and Retiree Benefits53
Employee and Retiree Benefits (Postretirement Health Care and Deferred Compensation Benefits) (Details) - USD ($) $ in Thousands | May 26, 2018 | Aug. 26, 2017 |
Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Abstract] | ||
Non-qualified deferred compensation | $ 15,244 | $ 16,476 |
Executive share option plan liability | 1,256 | 1,498 |
SERP benefit liability | 2,293 | 2,534 |
Executive deferred compensation | 422 | 447 |
Officer stock-based compensation | 1,096 | 1,664 |
Total deferred compensation | 20,311 | 22,619 |
Less current portion | (4,579) | (3,349) |
Long-term deferred compensation | $ 15,732 | $ 19,270 |
Employee and Retiree Benefits54
Employee and Retiree Benefits (Postretirement Benefit Income) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
May 26, 2018 | May 27, 2017 | May 26, 2018 | May 27, 2017 | |
Retirement Benefits [Abstract] | ||||
Interest cost | $ 0 | $ 0 | $ 0 | $ 29 |
Service cost | 0 | 0 | 0 | 16 |
Amortization of prior service benfit | 0 | 0 | 0 | (40,444) |
Amortization of net actuarial loss | 0 | 0 | 0 | 15,648 |
Net periodic postretirement benefit income | 0 | 0 | 0 | (24,751) |
Payments for postretirement health care | $ 0 | $ 0 | $ 0 | $ 68 |
Employee and Retiree Benefits55
Employee and Retiree Benefits (Narrative) (Details) | 9 Months Ended |
May 26, 2018 | |
Retirement Benefits [Abstract] | |
Postretirement health care benefits age requirement before distribution occurs | 55 years |
Postretirement health care benefits continuous service requirement | 15 years |
Shareholders' Equity (Narrative
Shareholders' Equity (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | Jul. 05, 2018 | Apr. 25, 2018 | Jan. 24, 2018 | Nov. 29, 2017 | Apr. 11, 2017 | Nov. 08, 2016 | May 26, 2018 | Nov. 25, 2017 | May 27, 2017 | Nov. 26, 2016 | May 26, 2018 | May 27, 2017 |
Shareholders Equity [Line Items] | ||||||||||||
Stock-based compensation expense | $ 1.4 | $ 0.7 | $ 5 | $ 2.2 | ||||||||
Dividends paid per common share (in dollars per share) | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.30 | $ 0.30 | ||||||
Dividends declared per common share (in dollars per share) | $ 0.10 | |||||||||||
Oct 18 2017 Grant [Member] | Management [Member] | Restricted Stock [Member] | ||||||||||||
Shareholders Equity [Line Items] | ||||||||||||
Issuance of stock (in shares) | 62,660 | |||||||||||
Oct 11 2016 Grant [Member] | Management [Member] | Restricted Stock [Member] | ||||||||||||
Shareholders Equity [Line Items] | ||||||||||||
Issuance of stock (in shares) | 97,600 | |||||||||||
Grand Design [Member] | ||||||||||||
Shareholders Equity [Line Items] | ||||||||||||
Shares issued for acquisition | 4,586,555 | |||||||||||
Acquisition shares sold | 2,293,277 | |||||||||||
Subsequent Event [Member] | ||||||||||||
Shareholders Equity [Line Items] | ||||||||||||
Dividends declared per common share (in dollars per share) | $ 0.10 |
Contingent Liabilites and Com57
Contingent Liabilites and Commitments (Repurchase Commitments Narrative) (Details) - USD ($) $ in Millions | 9 Months Ended | |
May 26, 2018 | Aug. 26, 2017 | |
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||
Repurchase agreement term | 18 months | |
Accrued loss on repurchases | $ 1 | $ 0.7 |
Obligation to Repurchase from Dealers [Member] | ||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||
Contingent liability on repurchase agreements | $ 920.1 | $ 713.1 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 4 Months Ended | 5 Months Ended | 9 Months Ended | 12 Months Ended | ||
May 26, 2018 | Feb. 24, 2018 | Dec. 31, 2017 | May 26, 2018 | May 26, 2018 | May 27, 2017 | Aug. 25, 2018 | |
Federal corporate income tax rate | 35.00% | 21.00% | |||||
Effective income tax rate | 28.20% | 33.90% | |||||
Tax cuts and jobs act of 2017, provisional income tax expense (benefit) | $ 0.2 | $ 1.4 | |||||
Unrecognized tax benefits | 1.7 | $ 1.7 | $ 1.7 | ||||
Unrecognized tax benefits that would have an impact on effective tax rate | 1.5 | 1.5 | 1.5 | ||||
Unrecognized tax benefits, income tax penalties and interest accrued | $ 0.5 | $ 0.5 | $ 0.5 | ||||
Scenario, Forecast [Member] | |||||||
Federal corporate income tax rate | 26.00% |
Income Per Share (Calculation o
Income Per Share (Calculation of Basic and Diluted Income Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
May 26, 2018 | May 27, 2017 | May 26, 2018 | May 27, 2017 | |
Earnings Per Share [Abstract] | ||||
Net income | $ 32,521 | $ 19,391 | $ 72,567 | $ 46,407 |
Weighted average shares outstanding | 31,582 | 31,587 | 31,617 | 30,333 |
Net income per share - basic (in dollars per share) | $ 1.03 | $ 0.61 | $ 2.30 | $ 1.53 |
Dilutive impact of awards and options outstanding | 171 | 104 | 208 | 115 |
Weighted average shares and potential dilutive shares outstanding | 31,753 | 31,691 | 31,825 | 30,448 |
Net income per share - assuming dilution (in dollars per share) | $ 1.02 | $ 0.61 | $ 2.28 | $ 1.52 |
Income Per Share (Narrative) (D
Income Per Share (Narrative) (Details) - shares | 3 Months Ended | 9 Months Ended | ||
May 26, 2018 | May 27, 2017 | May 26, 2018 | May 27, 2017 | |
Employee Stock Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares | 89,710 | 61,000 | 58,860 | 61,000 |
Accumulated Other Comprehensi61
Accumulated Other Comprehensive Income (Loss) Changes in AOCI by component (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
May 26, 2018 | May 27, 2017 | May 26, 2018 | May 27, 2017 | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Balance at beginning of period | $ (1,023) | |||
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax [Abstract] | ||||
Balance at end of period | $ 1,043 | 1,043 | ||
Accumulated Defined Benefit Plans Adjustment [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Balance at beginning of period | (496) | $ (461) | (509) | $ 10,975 |
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax [Abstract] | ||||
OCI before reclassifications | 0 | 0 | 0 | 3,903 |
Amounts reclassified from AOCI | 7 | 6 | 20 | (15,333) |
Net current-period OCI | 7 | 6 | 20 | (11,430) |
Balance at end of period | (489) | (455) | (489) | (455) |
Accumulated Net Gain (Loss) from Interest Rate Swap [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Balance at beginning of period | 1,403 | (439) | (514) | 0 |
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax [Abstract] | ||||
OCI before reclassifications | 129 | (58) | 2,046 | (497) |
Amounts reclassified from AOCI | 0 | 0 | 0 | 0 |
Net current-period OCI | 129 | (58) | 2,046 | (497) |
Balance at end of period | 1,532 | (497) | 1,532 | (497) |
Accumulated comprehensive income (loss) | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Balance at beginning of period | 907 | (900) | (1,023) | 10,975 |
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax [Abstract] | ||||
OCI before reclassifications | 129 | (58) | 2,046 | 3,406 |
Amounts reclassified from AOCI | 7 | 6 | 20 | (15,333) |
Net current-period OCI | (52) | 2,066 | (11,927) | |
Balance at end of period | $ 1,043 | $ (952) | $ 1,043 | $ (952) |
Accumulated Other Comprehensi62
Accumulated Other Comprehensive Income (Loss) Reclassification from AOCI (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
May 26, 2018 | May 27, 2017 | May 26, 2018 | May 27, 2017 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Amortization of prior service credit (net of tax) | $ 0 | $ 0 | $ 0 | $ 25,035 |
Amortization of net actuarial loss (net of tax) | 7 | 6 | 20 | 9,702 |
Reclassification out of Accumulated Other Comprehensive Income [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Total reclassifications | 7 | 6 | 20 | (15,333) |
Reclassification out of Accumulated Other Comprehensive Income [Member] | SG&A | Amortization of prior service credit | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Amortization of prior service credit (net of tax) | 0 | 0 | 0 | (25,035) |
Reclassification out of Accumulated Other Comprehensive Income [Member] | SG&A | Amortization of net actuarial loss | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Amortization of net actuarial loss (net of tax) | $ 7 | $ 6 | $ 20 | $ 9,702 |